Exhibit
2.1
AGREEMENT OF
MERGER
BY AND BETWEEN
ROUGHNECK SUPPLIES,
INC.
AND
OMNIMMUNE HOLDINGS,
INC.
THIS AGREEMENT OF MERGER approved on August 4, by Roughneck Supplies,
Inc., a corporation incorporated under the laws of the State of
Nevada by resolution adopted by its Board of Directors and the
holders of a majority of the issued and outstanding common stock of
Roughneck Supplies, Inc. on said date, and approved on August 5,
2008 by Omnimmune Holdings, Inc., a corporation incorporated under
the laws of the State of Delaware, by resolution adopted by its
Board of Directors on said date.
1. Roughneck
Supplies, Inc. shall, pursuant to the provisions of the Nevada
Revised Statutes (the “NRS”) and the Delaware General
Corporation Law (the “DGCL”) be merged into Omnimmune
Holdings, Inc., which shall be the surviving corporation upon the
effective date (as defined herein) of the merger in the
jurisdiction of its organization and which is sometimes hereinafter
referred to as “OHI” or the “surviving
corporation,” and which shall continue to exist as said
surviving corporation pursuant to the provisions of the
DGCL. The separate existence of RNCK, which is sometimes
hereinafter referred to as “RNCK” or the
“non-surviving corporation,” shall cease upon the
effective date of the merger. The effective date of the
merger shall be effective as prescribed by law (the
“Effective Date”).
2. The
Articles of Incorporation and Bylaws of OHI upon the Effective Date
of the merger in the jurisdiction of its organization shall be the
Articles of Incorporation and Bylaws of said surviving corporation,
and said Articles of Incorporation and Bylaws shall continue in
full force and effect until amended and changed in the manner
provided under the Articles of Incorporation and Bylaws and
prescribed by the provisions of the DGCL.
3. The
directors and officers in office of RNCK at the Effective Date of
the merger shall be the members of the Board of Directors and the
officers of the surviving corporation, all of whom shall hold their
directorships and offices until the election and qualification of
their respective successors or until their tenure is otherwise
terminated in accordance with the Bylaws of the surviving
corporation.
4. Each share
of common stock of RNCK which shall be outstanding on the Effective
Date of this Agreement, all rights in respect thereto shall
forthwith
